Common use of Real Estate Assets Clause in Contracts

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material Real Estate Asset, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Global Agent, for the benefit of the Secured PartiesLenders, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Global Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i)(i) (each, a “"Closing Date Mortgaged Property”"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Syndication Agent and Global Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Syndication Agent and Global Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Syndication Agent and Global Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (A1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other a title companies reasonably satisfactory to the Collateral Agent company with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Syndication Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate recordsGlobal Agent; (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Syndication Agent and Global Agent; and (vvi) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties which are not Leasehold Properties, certified to Collateral Global Agent and dated not more than thirty (30) days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order the event that any Credit Party hereafter acquires an interest in any Material Real Estate Asset and such interest has not otherwise been made subject to create the Lien of the Collateral Documents in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a valid andthen such Credit Party, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any contemporaneously with acquiring such Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, the Collateral Agent shall have received from the Borrower and each applicable Guarantorfollowing: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each such Material Real Estate Asset listed in Schedule 1.1B (each, it being understood that such Credit Party shall use reasonable best efforts to obtain any Mortgage of a “Closing Date Mortgaged Property”qualifying Leasehold Interest); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Syndication Agent and Administrative Agent) in each state in which a Closing Date Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Syndication Agent and Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Syndication Agent and Administrative Agent; (iii) from time to time, at the request of Administrative Agent, appraisals as are required by law or regulation; (Aiv) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other a title companies reasonably satisfactory to the Collateral Agent company with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Propertysuch Material Real Estate Asset, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the effective date of such executed Mortgage and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Syndication Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate recordsAdministrative Agent; (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Syndication Agent and Administrative Agent; and (vvi) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable Closing Date Mortgaged Propertyall such properties which are not Leasehold Properties, certified to Collateral Administrative Agent and dated not more than thirty (30) days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery effective date of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agentexecuted Mortgage.

Real Estate Assets. In order to create in favor of the Collateral AgentTrustee, for the benefit of the Secured PartiesBeneficiaries, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent Trustee shall have received from the Borrower and each applicable Guarantor: (i1) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.01 (each, a “Closing Date Mortgaged Property”); (ii2) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral AgentTrustee) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent Trustee may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral AgentTrustee; (iii) (A3) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies (the “Title Company”) reasonably satisfactory to the Collateral Agent Trustee with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than 110% of the fair market value of each Closing Date Mortgaged Property, together with copies Property insuring the fee simple title to each of all recorded documents listed as exceptions to title or otherwise referred to thereinthe Mortgaged Properties vested in the applicable Loan Party and insuring the Collateral Trustee that the relevant Mortgage creates a valid and enforceable First Priority mortgage Lien on the Closing Date Mortgaged Property encumbered thereby, each which Title Policy (A) shall include all endorsements reasonably requested by the Collateral Trustee and (B) shall provide for affirmative insurance and such reinsurance as the Collateral Trustee may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent Trustee; and (B) evidence satisfactory to the Collateral Agent Trustee that such Credit the applicable Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (ii) paid to the title company Title Company or to the appropriate Governmental Authorities all expenses and premiums of the title company Title Company and all other sums required in connection with the issuance of each the Title Policy Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate applicable real estate property records;; and (iv4) (A) a completed Flood Certificate with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (xi) be addressed to the Collateral Agent Trustee, (ii) be completed by a company which has guaranteed the accuracy of the information contained therein, and (yiii) otherwise comply with the Flood Program; (B) evidence describing whether the community in which each Closing Date Mortgaged Property is located participates in the Flood Program; (C) if the any Flood Certificate states that such a Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment acknowledgement of receipt of written notification from the Collateral Agent Trustee (xi) as to the existence of each such Closing Date Mortgaged Property Property, and (yii) as to whether the community in which each such Closing Date Mortgaged Property is located is participating in the Flood Program; and (CD) if such any Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that (i) covers any Closing Date Mortgaged Property that is located in a Flood Zone, (ii) is written in an amount that is in compliance with all applicable requirements rules and regulations of the Flood Program; and (v) if required Program and related statutes with respect to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey particular type of the applicable Closing Date Mortgaged Property, certified to Collateral Agent and dated (iii) has a term ending not more later than thirty days prior to the third anniversary of the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the each applicable Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (Aa) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property located in the United States (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, or in the case of each Closing Date Mortgaged Property located in Canada, a title insurance policy issued by one or more title companies reasonably satisfactory to the Collateral Agent, together with the property and title report prepared by the Collateral Agent’s counsel in Canada (each, a “Canada Title Policy”); and for each Title Policy and each Canada Title Policy, copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and each Canada Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to the Collateral Agent; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties located in the United States, certified to Collateral Agent and dated or updated not more than thirty ninety (90) days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with a survey sufficient to remove the delivery of such survey, standard survey exception to coverage from the Borrower causes Title Policies which will insure the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral AgentMortgages.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any each Material Real Estate Asset, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(l) (each, a “Closing Date Mortgaged Property”an "ORIGINAL CLOSING DATE MORTGAGED PROPERTY"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a an Original Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property that is an Original Closing Date Mortgaged Property, (1) a Landlord's Consent, Estoppel Certificate and Amendment and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (A) ALTA mortgagee title insurance policies (or other policies available in such state and reasonably satisfactory to Collateral Agent) or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Original Closing Date Mortgaged Property (each, a “Title Policy”an "ORIGINAL TITLE POLICY"), in amounts not less than the fair market value of each Original Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Original Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Original Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Original Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates -82- in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; andBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; (vvi) if required ALTA/ACSM surveys (or any other surveys available in such state and reasonably satisfactory to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey ) of the applicable all Original Closing Date Mortgaged PropertyProperties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Original Closing Date and in form and substance reasonably satisfactory to Collateral Agent; (bvii) fully executed UCC-1 fixture filings for filing in connection with the delivery each location Collateral Agent reasonably determines to be appropriate; and (viii) an appraisal of such survey, the Borrower causes the applicable title company each Original Closing Date Mortgaged Property in form and substance reasonably acceptable to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(g)(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent; (iiia) (A) except as determined by the Requisite Lenders in the exercise of their sole discretion, ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Administrative Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent satisfactory, and (B) evidence satisfactory to the Collateral Administrative Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate flood certifications with respect to all Closing Date Mortgaged Properties and evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors, in form and substance reasonably satisfactory; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, except as reasonably requested determined by the Collateral AgentRequisite Lenders in the exercise of their sole discretion, an either (i) new ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, howeveror (ii) existing ALTA surveys of all Closing Date Mortgaged Properties, that ifcertified to Collateral Agent, despite along with an affidavit of no change from the Borrower’s commercially reasonable efforts, such survey can surveyor issued not be delivered on or more than thirty days prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Administrative Agent and Collateral Agent shall have received from the Borrower each Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion in the case of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which Leasehold Property that is a Closing Date Mortgaged Property, (a) a Landlord Consent and Estoppel and (b) evidence that such Leasehold Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agenta Recorded Leasehold Interest; (iii) (Aa) with respect to all fee-simple Real Estate Assets, ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date, (b) with respect to each Leasehold Property that is a Closing Date Mortgaged Property, a title report reasonably satisfactory to Collateral Agent issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and issued by a title company reasonably satisfactory to Collateral Agent, (c) copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (Bd) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order Each applicable Credit Party shall deliver to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material Real Estate Asset, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 4.12 to the Disclosure Letter (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate flood certifications with respect to all Closing Date Mortgaged Properties and evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood ProgramInsurance Program and is located in a Special Flood Hazard Area (Zone A or V) identified by the Federal Emergency Management Agency (a “Flood Hazard Property”), evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable regulations or other requirements of the Flood Programany Governmental Authority, in form and substance satisfactory to each Lender; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite . Each of the Borrower’s commercially reasonable efforts, such survey can not actions described above shall be delivered taken with respect to each of the properties identified on or prior Schedule 4.12 to the Closing Date, this clause (v) Disclosure Letter as a Material Real Estate Asset for which a Mortgage is required to be put in place. Each such action described above shall be deemed to be satisfied if completed within 60 days following the Closing Date (a) the Borrower delivers or such survey within longer period (but not in excess of 120 days after the Closing Date and (b) in connection with the delivery of such surveyDate, the Borrower causes the applicable title company to issue such endorsements or modifications as to the corresponding Title Policy items referred to in clause (iv) above) as reasonably requested by the Collateral AgentAgent may agree in its sole discretion).

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, Purchaser a valid and, subject to any filing and/or recording referred to herein, perfected First Priority first priority security interest in any Material certain Real Estate AssetProperty, the Collateral Agent Purchaser shall have received from the Borrower Company and each applicable Guarantor: (ia) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material certain Real Estate Asset Property listed in Schedule 1.1B 3.9 (each, a “"Closing Date Mortgaged Property”"); (iib) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral AgentPurchaser) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent Purchaser may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral AgentPurchaser; (iii) (Ai) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent Purchaser with respect to each Closing Date Mortgaged Property (each, a “"Title Policy”"), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Initial Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent the Purchaser and (Bii) evidence satisfactory to the Collateral Agent Purchaser that such Credit Party the Company or the applicable Guarantor, as the case may be, has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivd) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to the Purchaser; and (ve) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, the extent in each case, the Company's possession as reasonably requested by the Collateral Agent, an ALTA survey of the applicable Initial Closing Date, copies of any as-built surveys with respect to any Closing Date Mortgaged Property, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower except as agreed to and specified in Section 5.10, Company and each applicable GuarantorGuarantor shall deliver to Collateral Agent: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(e) (each, a “Closing Date an "Initial Mortgaged Property”"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date an Initial Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Initial Mortgaged Property (each, a “"Title Policy”"), in amounts not less than the fair market value of each Closing Date Initial Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Initial Mortgaged Property in the appropriate real estate records;; and (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material each Real Estate AssetAsset listed in Schedule 3.1(i) (each, the a "CLOSING DATE MORTGAGED PROPERTY"), Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (A1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; CREDIT AND GUARANTY AGREEMENT EXECUTION 100 (iv) (a) ALTA mortgagee title insurance policies or unconditional commitments therefor effective as of the Closing Date issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to each of the Collateral Agent Agents with respect to each Closing Date Mortgaged Property (each, a “Title Policy”"TITLE POLICY"), in amounts not less than the fair market value of each Closing Date Mortgaged PropertyProperty as reasonably determined by the Borrowers, together with title commitments, dated not more than ninety (90) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent each of the Agents, but subject to standard survey exceptions to the extent surveys that are sufficient to delete such exceptions have not been obtained and (Bb) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; andBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; (vvi) boundary (or, if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoavailable, in each case, as reasonably requested by the Collateral Agent, an ALTA survey ALTA) surveys of the applicable all Closing Date Mortgaged PropertyProperties which are not Leasehold Properties, certified to Collateral Agent and dated not more than thirty (30) days prior to the Closing Date; providedand (vii) appraisals in form, however, that if, despite scope and substance satisfactory to each of the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to Agents and satisfying the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after requirements of any applicable laws and regulations concerning the Closing Date and Mortgaged Property; or in lieu thereof, another method of property valuation (bfor title insurance purposes) in connection with the delivery of such survey, the Borrower causes the applicable title company reasonably acceptable to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent. The Company shall be responsible for reasonable fees and out-of-pocket expenses with respect to the foregoing.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(h) (each, a “"Closing Date Mortgaged Property”"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(sMortgage(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (Aa) ALTA mortgagee title insurance policies or unconditional signed commitments therefor including all endorsements required by Collateral Agent issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “"Title Policy”"), in amounts not less than the fair market value of each Closing Date Mortgaged PropertyProperty or such other amount reasonably required by Collateral Agent, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretothe extent available, in each case, as ALTA surveys reasonably requested by the acceptable to Collateral Agent, an ALTA survey Agent of the applicable all Closing Date Mortgaged PropertyProperties, certified to Collateral Agent by a form of certification reasonably acceptable to Collateral Agent and dated not more than thirty (30) days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to Liens permitted to exist pursuant to the Mortgages related thereto and any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for registering or recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(g)(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state state, province or other jurisdiction in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be registered or recorded in such state state, province or other jurisdiction and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) [Reserved]; (iv) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate standard flood hazard determination certifications with respect to all Closing Date Mortgaged Properties and evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors, in form and substance reasonably satisfactory to Collateral Agent; and (vvi) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; providedDate or copies of existing surveys currently in the possession of Parent, howeverBorrower or any of their respective Subsidiaries if such existing surveys are, together with any affidavits of no change or other related affidavits that ifmay be required by the title companies, despite sufficient for the Borrower’s commercially reasonable efforts, such title companies to issue survey can not be delivered on or prior related endorsements to the Closing Date, this clause (vmortgagee title insurance policies referred to in Section 3.1(g)(iv) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agentabove.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material Real Estate AssetAssets, the each of which is listed in Schedule 3.1(g) (each, a “Closing Date Mortgaged Property”), Collateral Agent shall have received from the Borrower Borrowers and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies (each, a “Title Company”) reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (iv) (A) a completed Flood Certificate flood certifications with respect to all Closing Date Mortgaged Properties and evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(g)(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (Aa) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate flood certifications with respect to all Closing Date Mortgaged Properties and evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors, in form and substance reasonably satisfactory to Collateral Agent; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”"CLOSING DATE MORTGAGED PROPERTY"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (A1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (a) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Commonwealth Land Title Insurance Company or one or more other title companies reasonably satisfactory to (the Collateral Agent "TITLE COMPANY") with respect to each Closing Date Mortgaged Property (each, a “Title Policy”"TITLE POLICY"), in amounts not less than the fair market value agreed-upon values of each the Closing Date Mortgaged PropertyProperties, together with a title report issued by the Title Company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (Bb) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company Title Company or to the appropriate Governmental Authorities all expenses and premiums of the title company Title Company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the satisfactory to Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.. SECOND LIEN CREDIT AGREEMENT EXECUTION 44

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(h)(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral AgentLead Arrangers) in each state in which a Closing Date Mortgaged Property is located addressed to the Agents and the Lenders and dated as of the Closing Date with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent Lead Arrangers may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral AgentLead Arrangers; (iiia) (A) ALTA mortgagee title Title insurance policies or unconditional signed commitments therefor to issue therefor, to the extent available on commercially reasonable terms, issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent Lead Arrangers with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), with endorsements and in amounts not less than an amount that the fair market value Lead Arrangers may reasonably request insuring the Mortgages to be a valid first priority Lien on the property described therein, free and clear of each Closing Date Mortgaged Propertyall defects and encumbrances, excepting only such encumbrances which are reasonably acceptable to Lead Arrangers, together with a title report issued by a title company with respect thereto, dated not more than sixty (60) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent Lead Arrangers and (Bb) evidence satisfactory to the Collateral Agent Lead Arrangers that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.Lead Arrangers;

Real Estate Assets. On or prior to the Closing Date, the Administrative Agent and the Lenders shall have received a schedule of all real property owned by the Company and its Subsidiaries, which shall include the estimated fair market value of each such property. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest Lien in any Material Real Estate AssetAssets, the Administrative Agent, the Collateral Agent and the Lenders shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral AgentAgent and the Requisite Lenders) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent or the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral AgentAgent and the Requisite Lenders; (iiia) (A) ALTA mortgagee American Land Title Association extended coverage lenders’ policies of title insurance policies or unconditional commitments therefor (which shall not include any standard survey exception or general mechanics lien exception) insuring the Lien of each Mortgage as a valid First Priority Lien on the Closing Date Mortgaged Property described therein, free of any other Liens other than Permitted Liens, issued by Fidelity National Title Insurance Company or one or more other nationally recognized title insurance companies reasonably satisfactory to the Collateral Agent Requisite Lenders with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than 110% of the fair market value of each Closing Date Mortgaged Property, together with copies of all recorded documents listed such customary endorsements as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Collateral Agent or the Requisite Lenders may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Closing Date Mortgaged Property is located and (Bb) evidence satisfactory to the Collateral Agent Requisite Lenders that such Credit Party has paid to the title insurance company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title insurance company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate solely with respect to each Closing Date Mortgaged Propertyany fee-owned Material Real Estate Assets, which Flood Certificate shall (x) be addressed to if requested by the Collateral Agent or the Requisite Lenders, a zoning compliance letter from the applicable municipality or a zoning report from Planning and Zoning Resource Corporation (yor another person acceptable to the Requisite Lenders), in each case reasonably acceptable to the Requisite Lenders; (v) otherwise solely with respect to any fee-owned Material Real Estate Assets, the following documents and instruments, in order to comply with the National Flood Program; Insurance Reform Act of 1994 and related legislation (B) including the regulations of the Board of Governors of the Federal Reserve System): a completed standard flood hazard determination form, and if the Flood Certificate states that such Closing Date Mortgaged Property improvement(s) to the improved real property is located in a special flood hazard area, (1) a notification to the Borrower (“Borrower Notice”) and, if applicable, notification to the Borrower that flood insurance coverage under the National Flood ZoneInsurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (2) documentation evidencing the Borrower’s receipt of the Borrower Notice and (3) if the Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of the flood insurance policy, the Borrower’s written acknowledgment application for a flood insurance policy plus proof of receipt premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of written notification from the Collateral Agent (x) as flood insurance satisfactory to the existence Requisite Lenders; (vi) solely with respect to any fee-owned Material Real Estate Assets, a survey of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; (including all improvements, easements and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; and (v) if other customary matters thereon reasonably required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, Requisite Lenders) certified to the Collateral Agent and dated not more than thirty (30) days prior to the Closing Date, as applicable, for which all necessary fees (where applicable) have been paid, which is (A) complying in all material respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (B) sufficient for the title insurance company issuing the Title Policy therefor to remove all standard survey exceptions from the Title Policy relating to such Mortgaged Property or otherwise reasonably acceptable to the Requisite Lenders; (vii) solely with respect to any fee-owned Material Real Estate Assets,, upon the request of the Collateral Agent or the Requisite Lenders, a Phase I Report for each Facility (to the extent not already provided) and reliance letters for such Phase Is (which Phase Is and reliance letters shall be in form and substance reasonably acceptable to the Requisite Lenders) and any other environmental information as the Collateral Agent or the Requisite Lenders shall reasonably request; (viii) solely with respect to any fee-owned Material Real Estate Assets, if required by applicable law with respect to any Lender, an appraisal complying with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, by a third-party appraiser selected by the Requisite Lenders; providedand (ix) such other instruments and documents (including lien searches) as the Collateral Agent or the Requisite Lenders shall reasonably request. Notwithstanding the foregoing, however, that if, despite the Borrower’s Company and each applicable Guarantor shall only be required to use commercially reasonable efforts, such survey can not be delivered on or prior efforts to obtain and deliver the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) applicable items listed above in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agentany Material Real Estate Asset that is a Leasehold Property.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material Real Estate Asset, the Collateral The Administrative Agent shall have received from within 60 days of the Borrower and each applicable Guarantor:Closing Date (unless otherwise agreed by the Administrative Agent): (i) fully executed and notarized MortgagesMortgages with respect to the owned real properties listed as to be mortgaged on the Closing Date in Schedule 1.1B, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other customary matters as the Collateral Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent; (iii) (Aa) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Administrative Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”)) with respect to each Mortgaged Property, in amounts not less than the fair market value of each Closing Date Mortgaged Propertyreasonably satisfactory to Administrative Agent, together with a title report issued by a title company with respect thereto, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Administrative Agent and (Bb) evidence satisfactory to the Collateral Administrative Agent that such Credit the relevant Loan Party has paid paid, or made arrangements to pay, to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all and to the extent required by law or any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Administrative Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest Lien in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all the respective applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”"CLOSING DATE MORTGAGED PROPERTY"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located Honigman Miller Schwartz and Cohn LLP with respect to the enforceability of the form(sthx xxxxxxexxxxxxy xx xxx form(x) of xf Mortgages to be recorded in such the state of Michigan and such other matters as the Collateral Agent may reasonably requestrequest and subject to appropriate assumptions and qualifications required by the counsel issuing the opinion, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (A1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest (a short form or memorandum of lease may be recorded for such purpose, if necessary, concurrently with the Mortgage to encumber such Leasehold Property); (a) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”"TITLE POLICY"), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and to the appropriate governmental authorities all other sums and recording and stamp taxes (including mortgage recording taxes) payable fees required in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in any certain Material Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(h)(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property, if any, that is a Closing Date Mortgaged Property, (A) a Landlord Consent and Estoppel and (B) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors, in form and substance reasonably satisfactory to Collateral Agent; and (vvi) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoSurveys of all Closing Date Mortgaged Properties, in each case, as form and substance reasonably requested by the satisfactory to Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Propertywhich are not Leasehold Properties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable Guarantor:Guarantor the following; it being acknowledged by all parties hereto that none of the requirements in this Section 3.1(g) shall be required to be delivered with respect to any Real Estate Asset listed in Schedule 3.1(i): (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral AgentAgent and Requisite Lenders) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent or Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral AgentAgent and Requisite Lenders; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, Landlord Collateral Access Agreement; (Aa) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent and Requisite Lenders with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent Requisite Lenders and (B) evidence satisfactory to the Collateral Agent and Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent Requisite Lenders (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; and; (vvi) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretothe extent applicable, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties which are not Leasehold Properties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; providedand (vii) reports and other information, howeverin form, that ifscope and substance satisfactory to Requisite Lenders, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior regarding environmental matters relating to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral AgentMortgaged Properties.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower except as agreed to and specified in Section 5.11, Company and each applicable GuarantorGuarantor shall deliver to Collateral Agent: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(h) (each, a “Closing Date Mortgaged Property”an "INITIAL MORTGAGED PROPERTY"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date an Initial Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Initial Mortgaged Property (each, a “Title Policy”"TITLE POLICY"), in amounts not less than the fair market value of each Closing Date Initial Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Initial Mortgaged Property in the appropriate real estate records;; and (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest Lien in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all the respective applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(e) (each, a “"Closing Date Mortgaged Property”"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located Honigman Miller Schwartz and Cohn LLP with respect to the enforceability of the form(senforcxxxxxxxx xx xxx xxxx(x) of Mortgages Moxxxxges to be recorded in such the state of Michigan and such other matters as the Collateral Agent may reasonably requestrequest and subject to appropriate assumptions and qualifications required by the counsel issuing the opinion, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “"Title Policy”"), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and to the appropriate governmental authorities all other sums and recording and stamp taxes (including mortgage recording taxes) payable fees required in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral AgentTrustee, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent Trustee shall have received from the Borrower NewPageCo and each applicable Guarantor: (i) A fully executed and notarized MortgagesMortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent, it being agreed that the Collateral Agentcounsel listed in Schedule 3.1(i) are deemed satisfactory) in each state in which a Closing Date Mortgaged Property identified on Schedule 3.1(i) as being covered by an opinion is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state (subject to, among other things, laws applicable to creditors’ rights and equitable principles), and such other matters as the Collateral Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent; (iii) (Aa) ALTA mortgagee title insurance policies or unconditional commitments therefor (or, if an Individual Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Administrative Agent) issued by one or both of First American Title Insurance Company and Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent of New York with respect to each Closing Date Mortgaged Property (each, a “Title Policy”) identified as being covered by a title policy on Schedule 3.1(i) hereto, as set forth in Schedule 3.1(i), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Administrative Agent and (B) evidence satisfactory to the Collateral Administrative Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, Flood Hazard Property with respect to which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is improvements thereon are located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Administrative Agent; and (v) if required to remove a so called “standard survey exception” from Express Maps”, to the extent required to be delivered to NewPageHoldCo or any Title Policy or issue any customary survey-related endorsements thereto, in each case, of its Affiliates as reasonably requested by a condition the Collateral Agent, an ALTA survey of closing under the applicable Purchase Agreement covering all Closing Date Mortgaged PropertyProperties which are identified as being covered by Express Maps on Schedule 3.1(i) and are not Leasehold Properties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(k)(i) (each, a “Closing Date Mortgaged Property”"CLOSING DATE MORTGAGED PROPERTY"); (ii) except as to the Closing Date Mortgaged Property located in Pennsylvania, an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably requeststate, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”"TITLE POLICY"), in amounts not less than the fair market value of each Closing Date Mortgaged Propertyreasonably satisfactory to Collateral Agent, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent Agent; and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable GuarantorGuarantor Subsidiary: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(h) (each, a “Closing Date Mortgaged Property”’’); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (Aa) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged PropertyProperty or such other amount reasonably required by Collateral Agent, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that Company or such Credit Party Guarantor Subsidiary has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties, certified to Collateral Agent with a form of certification reasonably satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause Date (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agenteach a “Survey”).

Real Estate Assets. (A) In order to create in favor of the ------------------ Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material Real Estate Asseteach Existing Mortgaged Property, the Collateral Agent shall have received from the Borrower Company and each applicable GuarantorGuarantor on the Effective Date, or to the extent Company is not able to satisfy such requirements on the Effective Date, in accordance with Schedule 5.15: (i) a fully executed and notarized MortgagesEffective Date Mortgage Modification in proper form for recording in all appropriate places in all applicable jurisdictions, with respect to the Existing Mortgage encumbering each Real Estate Asset listed in Schedule 3.1(e)(A) (each, an "Existing Mortgaged Property"); (1) endorsements to the existing ALTA mortgagee title insurance policies or unconditional commitments therefor issued by a title company with respect to each Existing Mortgaged Property in form and substance reasonably satisfactory to Collateral Agent and Syndication Agent and (2) evidence satisfactory to Collateral Agent and Syndication Agent that such Credit Party has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of such endorsement and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Effective Date Mortgage Modifications in the appropriate real estate records; (B) In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in each Effective Date Mortgaged Property, Collateral Agent shall have received from Company and each applicable Guarantor on the Effective Date, or to the extent Company is not able to satisfy such requirements on the Effective Date, in accordance with Schedule 5.15: (i) a fully executed and notarized Effective Date Mortgage in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(e)(B) (each, a “Closing an "Effective Date Mortgaged Property”"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing an Effective Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property that is an Effective Date Mortgaged Property, a Landlord Agreement, and evidence that such Leasehold Property is a Recorded Leasehold Interest; (Aa) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other (a) a title companies reasonably satisfactory to the Collateral Agent company with respect to each Closing Effective Date Mortgaged Property (each, a “Title Policy”)Property, in amounts not less than the fair market value of each Closing Effective Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Effective Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and Syndication Agent and (B) evidence satisfactory to the Collateral Agent and Syndication Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy such title policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Effective Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent and Syndication Agent; and (vvi) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable Closing all Effective Date Mortgaged Property, Properties (other than Leasehold Properties) certified to Collateral Agent and dated not more than thirty (30) days prior to the Closing Effective Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(h) (each, a “Closing Date Mortgaged Property”’’); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent; provided that any counsel used in connection with the creation of Liens securing Existing Indebtedness shall be deemed to be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National First American Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence reasonably satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate flood certifications with respect to all Closing Date Mortgaged Properties and evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors, in form and substance reasonably satisfactory to Collateral Agent; and (vvi) if required to remove a so called “standard survey exception” from any surveys (which may be ALTA surveys or surveys in the form of Express Maps prepared by First American Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey Insurance Company) of the applicable Closing Date Mortgaged PropertyProperties identified on Schedule 3.1(h)(vi), certified to Collateral Agent and dated not more than thirty 60 days prior to the Closing Date; providedprovided that, however“No Change” affidavits shall be accepted by the Collateral Agent in lieu of new ALTA surveys so long as the same are acceptable to the applicable title companies and the Collateral Agent is able to obtain ALTA mortgagee title insurance policies in form and substance reasonably satisfactory to Collateral Agent on the basis of the same. Notwithstanding the foregoing, that ifwith respect to any Closing Date Mortgaged Property with respect to which the documents, despite the Borrower’s commercially reasonable efforts, such survey can opinions and actions described in clauses (i) through (vi) above have not be been delivered or taken on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, documents and opinions and the Borrower causes the applicable title company to issue taking of such endorsements or modifications actions shall not constitute a condition precedent to the corresponding Title Policy initial Credit Extension, and Borrower shall deliver or cause to be delivered such documents and opinions, and take or cause to be taken such other actions, as reasonably requested by may be required under clauses (i) through (vi) above, within the Collateral Agentperiods set forth in the Post-Closing Agreement.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from Company and/or the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “"Closing Date Mortgaged Property”"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “"Title Policy”"), in amounts not less than the fair market value of each Closing Date Mortgaged Property, insuring the Mortgages to be valid First Priority Liens and containing exceptions to coverage only for matters that are Permitted Liens, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent Agent, and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (iv) (A) a completed Flood Certificate with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment copies of receipt of written notification from the Collateral Agent (x) as to the existence of such flood searches for all Closing Date Mortgaged Property and (y) as evidence of flood insurance with respect to whether the community in which each Closing Date Mortgaged Flood Hazard Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and that is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any each Material Real Estate Asset, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset of Kerr and its Subsidiaries listed in Schedule 1.1B 3.4(g) (eachexxx, a “Closing Date Mortgaged Property”"SECOND AMENDMENT EFFECTIVE DATE MORTGAGED PROPERTY"); (ii) Mortgage Modifications with respect to the Mortgages, duly executed by the applicable Credit Party in appropriate form for filing in all filing or recording offices that the Collateral Agent may deem necessary or desirable in order to maintain a valid and subsisting Lien subject only to Permitted Liens on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties, -89- together with the evidence of the insurance required by the terms of each Mortgage (subject to such exceptions as may be acceptable to the Collateral Agent); (iii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Second Amendment Effective Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iiiiv) in the case of each Leasehold Property that is a Second Amendment Effective Date Mortgaged Property, (A1) ALTA mortgagee title a Landlord's Consent, Estoppel Certificate and Amendment and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; provided that if Company could not, despite its use of commercially reasonable efforts, procure the Landlord's Consent, Estoppel Certificate and Amendment with respect to any such Leasehold Property, such Leasehold Property shall not be deemed to be a Second Amendment Effective Date Mortgaged Property; (v) evidence of flood insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Flood Hazard Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; andBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; (vvi) if required ALTA/ACSM surveys (or any other surveys available in such state and reasonably satisfactory to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey ) of the applicable Closing all Second Amendment Effective Date Mortgaged PropertyProperties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Second Amendment Effective Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company form and substance reasonably satisfactory to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent. (vii) fully executed UCC-1 fixture filings for filing in each location Collateral Agent reasonably determines to be appropriate; and (viii) an appraisal of each Second Amendment Effective Date Mortgaged Property in form and substance reasonably acceptable to Collateral Agent.

Real Estate Assets. In order to create or continue in favor of the Joint First Lien Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Joint First Lien Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(g)(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agentsatisfactory) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agentsatisfactory; (iiia) (A) except as determined by the Requisite Lenders in the exercise of their sole discretion, ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) satisfactory evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate flood certifications with respect to all Closing Date Mortgaged Properties and evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors, in form and substance reasonably satisfactory; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, except as reasonably requested determined by the Collateral AgentRequisite Lenders in the exercise of their sole discretion, an either (i) new ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, howeveror (ii) existing ALTA surveys of all Closing Date Mortgaged Properties, that ifcertified to Collateral Agent, despite along with an affidavit of no change from the Borrower’s commercially reasonable efforts, such survey can surveyor issued not be delivered on or more than thirty days prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Administrative Agent and Collateral Agent shall have received from the Borrower each Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Restatement Date Mortgaged Property”); (ii) an opinion in the case of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which Leasehold Property that is a Closing Restatement Date Mortgaged Property, (a) a Landlord Consent and Estoppel and (b) evidence that such Leasehold Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agenta Recorded Leasehold Interest; (iii) (Aa) with respect to all fee-simple Real Estate Assets, ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Restatement Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Restatement Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Restatement Date, (b) with respect to each Leasehold Property that is a Restatement Date Mortgaged Property, a title report reasonably satisfactory to Collateral Agent issued by a title company with respect thereto, dated not more than thirty days prior to the Restatement Date and issued by a title company reasonably satisfactory to Collateral Agent, (c) copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (Bd) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Restatement Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable Closing all Restatement Date Mortgaged PropertyProperties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Restatement Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor respect of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material Real Estate Asseteach Closing Date Mortgaged Property, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized MortgagesMortgage Modification, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages Mortgage Modification(s) to be recorded in such state state, the continued enforceability of the underlying Mortgage after giving effect to such Mortgage Modification, and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent;Agent (and the Borrower and each applicable Guarantor hereby instructs such counsel to deliver such opinions to the Agents and the Lenders as of the Restatement Date); and (iii) (Aa) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory a date down search to the Collateral Agent with respect Title Policy of the Mortgage to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each such Closing Date Mortgaged Property, together with copies (b) an endorsement to the Title Policy of all recorded documents listed as exceptions the Mortgage to title or otherwise referred each such Closing Date Mortgaged Property amending the description of such Mortgage to thereininclude the Mortgage Modification, each in form and substance reasonably satisfactory to the Collateral Agent Agent, and (Bc) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each endorsement to each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages Mortgage Modification for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order the event that any Credit Party hereafter acquires an interest in any Material Real Estate Asset and such interest has not otherwise been made subject to create the Lien of the Collateral Documents in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a valid andthen such Credit Party, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any contemporaneously with acquiring such Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, the Collateral Agent shall have received from the Borrower and each applicable Guarantorfollowing: (i1) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering (each, a "MORTGAGED PROPERTY") (a) each such fee-owned Material Real Estate Asset, and (b) each such Material Real Estate Asset listed which is a Leasehold Property to the extent that such Credit Party is able to obtain, after use of reasonable best efforts, (x) a written consent of the related lessor to such mortgage in Schedule 1.1B form and substance satisfactory to Administrative Agent and (each, y) evidence that such Leasehold Property is a “Closing Date Mortgaged Property”)Recorded Leasehold Interest; (ii2) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Syndication Agent and Administrative Agent) in each state in which a Closing Date Mortgaged Property such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Syndication Agent and Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Syndication Agent and Administrative Agent; (iii3) from time to time, at the request of Administrative Agent, appraisals of each such Mortgaged Property as are required by law or regulation; (A4) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other a title companies reasonably satisfactory to the Collateral Agent company with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date such Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the effective date of such executed Mortgage and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Syndication Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate recordsAdministrative Agent; (iv5) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Closing Date Mortgaged Property that is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Hazard Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and that is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Syndication Agent and Administrative Agent; and (v6) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable Closing Date all such Mortgaged PropertyProperties which are not Leasehold Properties, certified to Collateral Administrative Agent and dated not more than thirty (30) days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery effective date of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agentexecuted Mortgage.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority first priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”’’); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property, if any, that is a Closing Date Mortgaged Property, (A1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (a) ALTA mortgagee title insurance policies or unconditional commitments therefor therefore issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property or such title endorsements and/or updates to the title insurance policies for any Closing Date Mortgaged Property previously delivered to Collateral Agent on the Closing Date, as may be reasonably required by Collateral Agent (each, a “Title Policy”), evidencing title insurance coverage in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (Bb) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, Company and each applicable Guarantor shall have used their commercially reasonable efforts to obtain and deliver CREDIT AND GUARANTY AGREEMENT EXECUTION to Collateral Agent, in the case of each Leasehold Property listed on Schedule 3.1(i), (I) a Landlord Consent and Estoppel and (II) evidence that such Leasehold Property is a Recorded Leasehold Interest, and Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located addressed to the Agents and the Lenders and dated as of the Closing Date with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence reasonably satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey of the applicable surveys on all Closing Date Mortgaged PropertyProperties which are not Leasehold Properties (other than the York, certified to Collateral Agent Pennsylvania site) and dated not more than thirty days prior to the Closing Date; providedJune 7, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent2001.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority first priority security interest in any Material certain Real Estate AssetEstate, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 1.2 (each, a “Closing Date Mortgaged Property”), it being agreed that with respect to any Mortgaged Property located in a jurisdiction that imposes a tax on mortgages or similar interests, the amount secured by the Mortgage shall be limited to the appraised value of the encumbered Real Estate Asset as determined in a manner reasonably satisfactory to the Collateral Agent to minimize such tax; (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value (as determined or approved by Administrative Agent) of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate flood certifications with respect to all Mortgaged Properties and evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors, in form and substance reasonably satisfactory to Collateral Agent; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable Closing Date all Mortgaged PropertyProperties, certified to Collateral Agent for the benefit of the Secured Parties and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create or reaffirm, as the case may be, in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid andvalid, and subject to any filing and/or recording referred to herein, perfected First Priority first priority security interest in any Material Real Estate Assetcertain real property, the Collateral Agent shall have received from the Borrower and each other applicable GuarantorGroup Member: (i) fully executed executed, attested and notarized Mortgagesacknowledged modifications, each in form and substance satisfactory to the Collateral Agent (the “Modifications”), to all Mortgages (as defined in the Original Credit Agreement) in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed Mortgaged Property (as defined in Schedule 1.1B (each, a “Closing Date Mortgaged Property”the Original Credit Agreement); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in connection with such state Mortgaged Property, as modified by the Modifications, and such other matters as the Collateral Agent may reasonably request, in each case case, in form and substance reasonably satisfactory to the Collateral Agent;; and (iii) (A) ALTA mortgagee title insurance policies endorsements to each Title Policy delivered with respect to the Mortgages (as defined in the Original Credit Agreement) or unconditional commitments therefor therefore issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to the Mortgages filed against each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Collateral Agent and (B) evidence reasonably satisfactory to the Collateral Agent that such Credit Party the applicable Group Member has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance issues of each endorsement to any such Title Policy and all recording and stamp taxes tax (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages Modifications for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. (i) In order to create in favor of the Collateral Agent, for the benefit of the Secured PartiesLenders, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority first priority security interest in any Material Real Estate Assetcertain real estate assets, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: Loan Party (i1) fully executed and notarized Mortgagesone or more Mortgages with respect to each Mortgaged Real Property, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B (each, creating on such real property of such Loan Party a “Closing Date Mortgaged Property”);perfected, (ii) In addition, Agent shall have received with respect to each Mortgaged Real Property (except as otherwise expressly set forth herein), (1) for the Mortgaged Real Property set forth on Schedule 4.(h)(ii), either (A) letters or other evidence from the appropriate municipal authorities (or other Persons) concerning applicable zoning and building laws, (B) an ALTA 3.1 zoning endorsement for the applicable Title Insurance Policy, (C) a zoning opinion letter, or (D) a zoning report, in each case in substance reasonably satisfactory to Agent, (2) a Phase I environmental report (and, if recommended by the Phase I environmental report, a Phase II environmental report), in each case reasonably satisfactory in form and substance to Agent, (3) Physical Conditions Reports, which reports shall be reasonably satisfactory in form and substance to Agent, (4) a copy of each Property Management Agreement, (5) a certificate of occupancy for each Building located on such Mortgaged Real Property, (6) evidence reasonably satisfactory to Agent that all statutorily required registration documents and offering statements and all amendments thereto have been filed with the applicable Governmental Authority where the Resorts are located and the Time Share Interests are being sold or marketed and that all marketing and sales materials comply in all material respects with all Requirements of Law of the state in which the Resort is located and the states in which the Time Share Interests at the Resort are being sold or marketed, and (7) opinions of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the creation and perfection of the security interests in favor of the Agent in the Real Property, the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters governed by the laws of each jurisdiction in which any Real Property is located as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create reaffirm in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable GuarantorGuarantor Subsidiary: (i) fully executed and notarized Mortgagesmodifications (“Modifications”) to all Mortgages (as defined in the Existing Credit Agreement) delivered in connection with the Existing Credit Agreement, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA mortgagee title insurance policies endorsements to each Title Policy (as defined in the Existing Credit Agreement) or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of Modifications filed against each Closing Date Mortgaged Property, together with copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that Company or such Credit Party Guarantor Subsidiary has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each endorsement to any such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages Modifications for each Closing Date Mortgaged Property in the appropriate real estate records;; and (iviii) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all the applicable jurisdictions, and otherwise in form and substance reasonably satisfactory to Administrative Agent, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) [Reserved;] (Aiv) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence reasonably satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; and (vvi) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties which are not Leasehold Properties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, provided that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior with respect to the Closing DateDate Mortgaged Properties, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date it is hereby acknowledged and (b) in connection with agreed that the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications an existing ALTA survey with an affidavit of no-change in form and substance reasonably acceptable to the corresponding issuer of the Title Policy as reasonably requested by the Collateral Agentwill satisfy this condition.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured PartiesParties (except for as set forth in Section 5.14), a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(g) (each, a “"Closing Date Mortgaged Property”"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (A1) use its best efforts to obtain a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (a) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “"Title Policy”"), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (vvi) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties which are not Leasehold Properties, certified to Collateral Agent and dated not more than thirty (30) days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In Following the occurrence of a Mortgaged Property Triggering Event, in order to create in favor of the Collateral Agent, for the benefit of the Revolving Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority Lien and security interest in any such Material Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable GuarantorGuarantor Subsidiary shall deliver to the Collateral Agent, unless otherwise waived by the Co-Collateral Agents: (i) fully executed and notarized MortgagesMortgages and corresponding UCC-1 fixture filings, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B subject to a Mortgaged Property Triggering Event (eachcollectively, a the “Closing Date Required Mortgaged PropertyProperties”); (ii) an opinion opinions of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Required Mortgaged Property is located addressed to the Collateral Agent and the Lenders with respect to the enforceability and perfection of the form(s) of Mortgages to be recorded in such state and such other matters customarily included in such opinions, and opinions of counsel for the Borrower or a Guarantor Subsidiary, as applicable, regarding due authorization, execution and delivery of the Collateral Agent may reasonably requestMortgages, in each case in form and substance reasonably satisfactory to the Co-Collateral AgentAgents; (iii) (A) ALTA American Land Title Association (“ALTA”) mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent (the “Title Company”) with respect to each Closing Date Required Mortgaged Property (each, a “Title Policy” and collectively, the “Title Policies”), in amounts not less than the fair market value of each Closing Date Required Mortgaged Property as reasonably estimated by the Borrower in good faith and insuring the Collateral Agent that each Mortgage creates a valid and enforceable second priority mortgage lien on the Required Mortgaged Property subject thereto subject to Permitted Encumbrances (as defined in the Mortgages). Each Title Policy shall be in form and substance reasonably satisfactory to the Collateral Agent and shall include, to the extent available on a commercially reasonable basis in the applicable jurisdiction, supplemental endorsements (including endorsements relating to future advances under this Agreement and the other Credit Documents), usury, first loss, tax parcel, subdivision, zoning, contiguity, variable rate, doing business, public road access, survey, environmental lien, mortgage tax and so-called comprehensive coverage over covenants and restrictions and for any other matters that the Collateral Agent in its discretion may reasonably request, including affirmative insurance over any matter and such reinsurance and/or co-insurance as the Collateral Agent shall reasonably request. No Title Policy shall include the “standard” title exceptions, the “standard” survey exception (except where such standard survey exception cannot be removed under the rules of a particular jurisdiction) or an exception for any mechanics’ lien (except with respect to the properties set forth on Schedule 5.17(iii) attached hereto; provided that the Borrower shall exercise commercially reasonable efforts to remove the exception for any mechanics’ liens). The Borrower and each applicable Guarantor Subsidiary shall also deliver on or prior to the execution of a Mortgage with respect to a Required Mortgaged Property, together a recent title report issued by the Title Company with respect to such Required Mortgaged Property, and copies of all recorded documents listed as exceptions to title or otherwise referred to thereintherein (to the extent not previously delivered), each in form and substance reasonably satisfactory to the Collateral Agent and (B) evidence reasonably satisfactory to the Collateral Agent that such Credit Party has paid or has made satisfactory arrangements for such payment to the title company Title Company or to the appropriate Governmental Authorities all expenses and premiums of the title company Title Company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages and filing the fixture filings for each Closing Date Required Mortgaged Property in the appropriate real estate recordsrecords (it being understood that if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then, to the extent permitted by, and in accordance with, applicable law, the amount of such mortgage tax shall be calculated based on the lesser of (x) the amount of the indebtedness allocated to the applicable Required Mortgaged Property and (y) the estimated fair market value of the Required Mortgaged Property at the time the Mortgage is entered into and determined in a manner reasonably acceptable to the Collateral Agent and the Borrower, which in the case of preceding clause (y) will result in a limitation of the indebtedness secured by the Mortgage to such amount); and has delivered to the Title Company all affidavits, certificates, information (including financial data) and instruments of indemnification (including a “gap” indemnification) as reasonably required to induce the Title Company to issue each Title Policy; (iv) either (A) a completed Flood Certificate with respect to copy of the existing survey of each Closing Date Required Mortgaged Property, together with a “no-change” affidavit, if such are acceptable to the Title Company and sufficient for the Title Company to remove all standard survey exceptions (except where such standard survey exceptions cannot be removed under the rules of a particular jurisdiction) from the Title Policy relating to such Required Mortgaged Property and issue the endorsements required pursuant to the provisions of preceding clause (iii) or (B) a survey of each Required Mortgaged Property (and all improvements thereon) (I) prepared by a surveyor or engineer licensed to perform surveys in the state, commonwealth or applicable jurisdiction where such Required Mortgaged Property is located, (II) dated not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Required Mortgaged Property, in which Flood Certificate event such survey shall be dated after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than twenty days prior to such date of delivery, (xIII) be addressed certified by the surveyor (in a manner reasonably acceptable to the Collateral Agent) to the Collateral Agent and the Title Company, (yIV) otherwise comply complying in all respects with the Flood Program; minimum detail requirements of the ALTA as such requirements are in effect on the date of preparation of such survey, and (V) sufficient for the Title Company to remove all standard survey exceptions (except where such standard survey exceptions cannot be removed under the rules of a particular jurisdiction) from the Title Policy relating to such Required Mortgaged Property and issue the endorsements required pursuant to the provisions of preceding clause (iii) and deliver to the Title Company all customary title and survey affidavits or zoning reports as may be reasonable to cause the Title Company to issue the Title Policies; (v) to the extent reasonably requested by the Collateral Agent, (A) copies of all leases, licenses or other instruments creating a possessory interest in the Required Mortgaged Properties and (B) if such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Flood Certificate states transactions and as are necessary to issue the Title Policies; provided that obtaining any third party documents under this clause (B) shall be subject to the exercise of commercially reasonable efforts; provided further that no subordination agreements shall be required with respect to leases or subleases that are permitted by Section 6.2(k)(ii) hereof unless such Closing Date subordination agreements are required to be delivered pursuant to the Secured Term Loan Agreement or have been delivered to the Secured Term Loan Collateral Agent; (vi) flood certificates covering each Required Mortgaged Property in form and substance reasonably acceptable to the Collateral Agent, certified to the Collateral Agent in its capacity as such and certifying whether or not each such Required Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as flood hazard zone by reference to the existence of such Closing Date applicable FEMA map; and (vii) to the extent the improvements on a Required Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is are located in a special flood hazard zone, the Borrower and each applicable Guarantor Subsidiary shall deliver evidence of flood insurance with respect to each Flood Zone and Hazard Property that is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by satisfactory to the Collateral Agent, an ALTA survey of . The foregoing documents and instruments shall be delivered to the applicable Closing Date Mortgaged Property, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection concurrently with the delivery of the documents and instruments required under the Secured Term Loan Agreement and the Additional Secured Term Loan Agreement (if applicable) with respect to such survey, the Borrower causes the applicable title company Material Real Estate Assets subject to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral AgentMortgage Property Triggering Event.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority first priority security interest (subject to Permitted Liens) in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable Subsidiary Guarantor: (i) a fully executed and and, if required to effect recording, notarized MortgagesMortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.3(e) (each, a “Closing SPLNG Funding Date Mortgaged Property”); (ii) an opinion in the case of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which Leasehold Property that is a Closing SPLNG Funding Date Mortgaged Property, (A) evidence that such Leasehold Property is located with respect to the enforceability of the form(sa Recorded Leasehold Interest and (B) of Mortgages to be recorded in such state a Landlord Consent and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral AgentEstoppel; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Administrative Agent with respect to each Closing SPLNG Funding Date Mortgaged Property in form and substance reasonably satisfactory to Administrative Agent and including all endorsements reasonably required by Administrative Agent and reasonably available in the applicable jurisdiction (each, a “Title Policy”), in amounts an aggregate amount of not less than $1,500,000,000 allocated to the fair market value of each Closing Date Mortgaged PropertySPLNG Terminal, together with copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Administrative Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy Policy, and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages Mortgage for each Closing SPLNG Funding Date Mortgaged Property in the appropriate real estate mortgage records; (iv) (A) a completed Flood Certificate with respect to each Closing SPLNG Funding Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Closing SPLNG Funding Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent as to (x) as to the existence of such Closing SPLNG Funding Date Mortgaged Property in such Flood Zone and (y) as to whether the community in which each Closing SPLNG Funding Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing SPLNG Funding Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; (v) Current ALTA surveys of all SPLNG Funding Date Mortgaged Properties or such other surveys that are sufficient for the title company(ies) to delete all standard survey exceptions from the Title Policies; and (vvi) if required evidence that all other actions necessary to remove create or modify a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, valid and perfected first priority security interest (subject to Permitted Liens) on the property described in each case, as reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral AgentMortgage have been taken.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(f) (each, a “Closing Date Mortgaged Property”"CLOSING DATE MORTGAGED PROPERTY"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (A1) use its best efforts to obtain a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (a) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”"TITLE POLICY"), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (vvi) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties which are not Leasehold Properties, certified to Collateral Agent and dated not more than thirty (30) days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, Company and each applicable Guarantor shall have used their commercially reasonable efforts to obtain and deliver to Collateral Agent, in the case of each Leasehold Property listed on Schedule 3.1(i), (I) a Landlord Consent and Estoppel and (II) evidence that such Leasehold Property is a Recorded Leasehold Interest, and Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”"CLOSING DATE MORTGAGED PROPERTY"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located addressed to the Agents and the Lenders and dated as of the Closing Date with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”"TITLE POLICY"), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence reasonably satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey in respect of the applicable Closing Date Mortgaged PropertyDallas Facility, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Requisite Priority mortgage or security interest in any Material certain Real Estate AssetAssets, the Administrative Agent and Collateral Agent shall have received the following from the Borrower and each applicable GuarantorCredit Party: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(h) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state jurisdiction in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state jurisdiction and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (Aa) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties, certified to Collateral Agent and dated not more than thirty (30) days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any the Material Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(g) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in (i) Alaska, (ii) California, (iii) Louisiana, (iv) Maryland, (v) New Mexico and (vi) Nevada, in each state in which a Closing Date Mortgaged Property is located case with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) [Reserved]; (iv) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the each applicable Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(j) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (Aa) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property located in the United States (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, or in the case of each Closing Date Mortgaged Property located in Canada, a title insurance policy issued by one or more title companies reasonably satisfactory to the Collateral Agent, together with the property and title report prepared by the Collateral Agent’s counsel in Canada (each, a “Canada Title Policy”); and for each Title Policy and each Canada Title Policy, copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and each Canada Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”"CLOSING DATE MORTGAGED PROPERTY"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property, if any, that is a Closing Date Mortgaged Property, (A1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (a) ALTA mortgagee title insurance policies or unconditional commitments therefor therefore issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”"TITLE POLICY"), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance FIRST LIEN CREDIT AND GUARANTY AGREEMENT 824323-New York Server 7A EXECUTION reasonably satisfactory to Collateral Agent and (Bb) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral ------------------ Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(k) (each, a “"Closing Date Mortgaged Property”"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, if any, (A1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (a) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “"Title Policy”"), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (vvi) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoavailable, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties which are not Leasehold Properties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order the event that any Loan Party acquires fee title to create in favor a Material Real Property (other than the Wisconsin Facility) during the term of this Loan, Borrower shall send to Administrative Agent a written notice of the Collateral Agent, for occurrence of any such event promptly upon the benefit occurrence of same. Within [**] after the Secured Parties, a valid and, subject to acquisition of any filing and/or recording referred to herein, perfected First Priority security interest in any such Material Real Estate AssetProperty (or such later time as agreed to by Administrative Agent in its reasonable discretion), such Loan Party shall deliver to Administrative Agent the Collateral Agent shall have received from following (the Borrower and each applicable Guarantor:“Mortgage Deliverables”): (ia) a fully executed and notarized MortgagesMortgage, in proper form for creating a valid and enforceable lien on the Material Real Property described therein once recorded in the appropriate real estate records and in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B such real estate records; (each, a “Closing Date Mortgaged Property”); (iib) an opinion of counsel (which counsel shall be reasonably satisfactory to in the Collateral Agent) in each state jurisdiction in which a Closing Date Mortgaged such Material Real Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state Mortgage and such other matters as the Collateral Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent;; (c) (iiii) (A) an ALTA extended mortgagee title insurance policies policy or an unconditional commitments commitment therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property such Mortgage (each, a “Title Policy”) from a reputable nationally recognized title company reasonably satisfactory to Administrative Agent (the “Title Company”), in amounts an amount not less than the fair market value of each Closing Date Mortgaged Propertysuch Real Estate Asset, together with a title report issued by the Title Company with respect thereto, dated not more than [**] prior to the date such Material Real Property was acquired and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each which Title Policy shall be effective as of the date of the Mortgage and otherwise be in form and substance reasonably satisfactory to Collateral Administrative Agent and (Bii) evidence satisfactory to the Collateral Administrative Agent that such Credit Loan Party has paid to or deposited with the title company or to the appropriate Governmental Authorities Title Company all expenses and premiums of the title company Title Company and all other sums required in connection with the issuance of each such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages Mortgage for each Closing Date Mortgaged such Material Real Property in the appropriate real estate records; ; (iv) (Ad) a completed Flood Certificate “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Closing Date Mortgaged PropertyMaterial Real Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto), which Flood Certificate shall (x) be addressed and to the Collateral Agent extent required by law, evidence of flood insurance with respect to such Material Real Property in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as form and substance reasonably satisfactory to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood ProgramAdministrative Agent; and (Ce) if a Survey of such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Material Real Property, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can a Survey shall not be delivered on or prior required to the Closing Date, this clause extent that (vA) shall be deemed an existing survey together with an “affidavit of no change” satisfactory to be satisfied if the Title Company is delivered to the Administrative Agent and (aB) the Title Company removes the standard survey exception and provides customary survey related endorsements and other coverages in the applicable Title Policy. In addition to the foregoing, Borrower delivers such survey within 120 days after shall, at the Closing Date and (b) in connection with the delivery reasonable request of Required Lenders, deliver to Administrative Agent an appraisal of such surveyMaterial Real Property to verify the amount of the Mortgage and/or Title Policy, the Borrower causes the but only if required by applicable title company to issue such endorsements law or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agentregulation.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Borrowers and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(h) (each, a “"Closing Date Mortgaged Property”"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (A1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (a) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “"Title Policy”"), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (ivv) (A) a completed Flood Certificate flood certifications with respect to all Closing Date Mortgaged Properties and evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order the event that the Intermediate Holding Company or any of its Subsidiaries acquires or leases (including a new or replacement lease with respect to create an existing lease, except as otherwise permitted by the Administrative Agent in favor of its sole discretion) a Material Real Estate Asset after the Collateral AgentEffective Date, for then, no later than thirty (30) days following the benefit of date such Material Real Estate Asset was acquired or leased, the Secured PartiesBorrowers shall, a valid and, subject and shall cause the Intermediate Holding Company and its Subsidiaries to: (a) with respect to any filing and/or recording referred to herein, perfected First Priority security interest in any each leased Material Real Estate Asset, deliver to the Administrative Agent a Collateral Agent shall have received from Access Agreement with respect to such leased location, duly executed by the Borrower and each applicable Guarantorlandlord thereof; or (b) with respect to any owned Material Real Estate Asset, deliver to the Administrative Agent: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each such owned Material Real Estate Asset listed in Schedule 1.1B (each, a “Closing Date Mortgaged Property”);Asset: (ii) except as otherwise permitted by the Administrative Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Administrative Agent) in each state jurisdiction in which a Closing Date Mortgaged Property such owned Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state jurisdiction and such other matters as the Collateral Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent; (iii) except as otherwise permitted by the Administrative Agent in its sole discretion, (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Administrative Agent with respect to each Closing Date Mortgaged Property such owned Material Real Estate Asset (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Propertysuch owned Material Real Estate Asset, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the acquisition of such owned Material Real Estate Asset and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral the Administrative Agent and (B) evidence satisfactory to the Collateral Administrative Agent that the Intermediate Holding Company or such Credit Party Subsidiary, as applicable, has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each such Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages Mortgage for each Closing Date Mortgaged Property such owned Material Real Estate Asset in the appropriate real estate records; (iv) (A) a completed evidence of Flood Certificate Insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; andBoard, in form and substance reasonably satisfactory to the Administrative Agent; (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable Closing Date Mortgaged Propertysuch owned Material Real Estate Asset, certified to Collateral the Administrative Agent and dated not more than thirty (30) days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery date of acquisition of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably owned Material Real Estate Asset; and (vi) if requested by the Collateral Administrative Agent, reports and other information, in form, scope and substance reasonably satisfactory to the Administrative Agent, regarding environmental matters relating to such owned Material Real Estate Asset. In addition to the foregoing, the Borrowers shall, and shall cause the Intermediate Holding Company and its Subsidiaries to, deliver or cause to be delivered to (i) the Administrative Agent such other agreements or documents as the Administrative Agent shall reasonably request to create in favor of the Administrative Agent, for the benefit of the Credit Parties, a valid and, subject to Permitted Liens and any filing and/or recording referred to herein, perfected first priority security interest in such Material Real Estate Assets referred to above, and (ii) the Administrative Agent, at the request of the Required Lenders, from time to time, such appraisals as are required by law or regulation of Material Real Estate Assets with respect to which the Administrative Agent has been granted a Lien.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(g)(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (Aa) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate flood certifications with respect to all Closing Date Mortgaged Properties and evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors, in form and substance reasonably satisfactory to Collateral Agent; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral ------------------ Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(f) (each, a “"Closing Date Mortgaged Property”''), which in the case of the Leasehold Properties at which the Permitted IBX Facilities are located, shall include at least 50% of the total number of such Leasehold Properties; (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, a Landlord Agreement, and evidence that such Leasehold Property is a Recorded Leasehold Interest; (Aa) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other (a) a title companies reasonably satisfactory to the Collateral Agent company with respect to each Closing Date Mortgaged Property (each, a “Title Policy”)Property, in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and Syndication Agent and (B) evidence satisfactory to the Collateral Agent and Syndication Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy such title policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent and Syndication Agent; and (vvi) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties (other than Leasehold Properties consisting of space in a building occupied by more than two additional tenants), certified to Collateral Agent and dated not more than thirty (30) days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In Within 90 days following the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion), in order to create in favor of the Collateral Agent, for the benefit of the Revolving Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority Lien and security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable GuarantorGuarantor Subsidiary shall deliver to the Collateral Agent: (i) fully executed and notarized MortgagesMortgages and corresponding UCC-1 fixture filings, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 5.17(a) (each, a “Closing Date Mortgaged Property”); (ii) an opinion opinions of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located addressed to the Collateral Agent and the Lenders with respect to the enforceability and perfection of the form(s) of Mortgages to be recorded in such state and such other matters customarily included in such opinions, and opinions of counsel for the Borrower or a Guarantor Subsidiary, as applicable, regarding due authorization, execution and delivery of the Collateral Agent may reasonably requestMortgages, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA American Land Title Association (“ALTA”) mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent (the “Title Company”) with respect to each Closing Date Mortgaged Property (each, a “Title Policy” and collectively, the “Title Policies”), in amounts not less than the fair market value of each Closing Date Mortgaged Property as reasonably estimated by the Borrower in good faith and insuring the Collateral Agent that each Mortgage creates a valid and enforceable second priority mortgage lien on the Closing Date Mortgaged Property subject thereto subject to Permitted Encumbrances (as defined in the Mortgages). Each Title Policy shall be in form and substance reasonably satisfactory to the Collateral Agent and shall include, to the extent available on a commercially reasonable basis in the applicable jurisdiction, supplemental endorsements (including endorsements relating to future advances under this Agreement and the other Credit Documents), usury, first loss, tax parcel, subdivision, zoning, contiguity, variable rate, doing business, public road access, survey, environmental lien, mortgage tax and so-called comprehensive coverage over covenants and restrictions and for any other matters that the Collateral Agent in its discretion may reasonably request, including affirmative insurance over any matter and such reinsurance and/or co-insurance as the Collateral Agent shall reasonably request. No Title Policy shall include the “standard” title exceptions, the “standard” survey exception (except where such standard survey exception cannot be removed under the rules of a particular jurisdiction) or an exception for any mechanics’ lien (except with respect to the properties set forth on Schedule 5.17(b) attached hereto; provided that the Borrower shall exercise commercially reasonable efforts to remove the exception for any mechanics’ liens). The Borrower and each applicable Guarantor Subsidiary shall also deliver on or prior to the execution of a Mortgage with respect to a Closing Date Mortgaged Property, together a recent title report issued by the Title Company with respect to such Closing Date Mortgaged Property, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Collateral Agent and (B) evidence reasonably satisfactory to the Collateral Agent that such Credit Party has paid or has made satisfactory arrangements for such payment to the title company Title Company or to the appropriate Governmental Authorities all expenses and premiums of the title company Title Company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages and filing the fixture filings for each Closing Date Mortgaged Property in the appropriate real estate recordsrecords (it being understood that if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then, to the extent permitted by, and in accordance with, applicable law, the amount of such mortgage tax shall be calculated based on the lesser of (x) the amount of the indebtedness allocated to the applicable Closing Date Mortgaged Property and (y) the estimated fair market value of the Closing Date Mortgaged Property at the time the Mortgage is entered into and determined in a manner reasonably acceptable to the Collateral Agent and the Borrower, which in the case of preceding clause (y) will result in a limitation of the indebtedness secured by the Mortgage to such amount); and has delivered to the Title Company all affidavits, certificates, information (including financial data) and instruments of indemnification (including a “gap” indemnification) as reasonably required to induce the Title Company to issue each Title Policy; (iv) either (A) a completed Flood Certificate with respect to copy of the existing survey of each Closing Date Mortgaged Property, together with a “no-change” affidavit, if such are acceptable to the Title Company and sufficient for the Title Company to remove all standard survey exceptions (except where such standard survey exceptions cannot be removed under the rules of a particular jurisdiction) from the Title Policy relating to such Closing Date Mortgaged Property and issue the endorsements required pursuant to the provisions of preceding clause (iii) or (B) a survey of each Closing Date Mortgaged Property (and all improvements thereon) (I) prepared by a surveyor or engineer licensed to perform surveys in the state, commonwealth or applicable jurisdiction where such Closing Date Mortgaged Property is located, (II) dated not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Closing Date Mortgaged Property, in which Flood Certificate event such survey shall be dated after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than twenty days prior to such date of delivery, (xIII) be addressed certified by the surveyor (in a manner reasonably acceptable to the Collateral Agent) to the Collateral Agent and the Title Company, (yIV) otherwise comply complying in all respects with the Flood Programminimum detail requirements of the ALTA as such requirements are in effect on the date of preparation of such survey, and (V) sufficient for the Title Company to remove all standard survey exceptions (except where such standard survey exceptions cannot be removed under the rules of a particular jurisdiction) from the Title Policy relating to such Closing Date Mortgaged Property and issue the endorsements required pursuant to the provisions of preceding clause (iii) and deliver to the Title Company all customary title and survey affidavits or zoning reports as may be reasonable to cause the Title Company to issue the Title Policies; provided, however, that notwithstanding anything herein to the contrary, no surveys or survey coverage, including deletion of the standard survey exception and issuance of survey related endorsements, will be required with respect to the vacant land adjoining 000 X. 0xx Xxxxxx, Xxxxx Xxxxxxxxxx, Xxxxxx; (v) to the extent reasonably requested by the Collateral Agent, (A) copies of all leases, licenses or other instruments creating a possessory interest in the Closing Date Mortgaged Properties and (B) if such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Flood Certificate states transactions and as are necessary to issue the Title Policies; provided that obtaining any third party documents under this clause (B) shall be subject to the exercise of commercially reasonable efforts; provided further that no subordination agreements shall be required with respect to leases or subleases that are permitted by Section 6.2(k)(ii) hereof unless such subordination agreements are required to be delivered pursuant to the Secured Note Indenture or have been delivered to the Secured Notes Collateral Agent; (vi) flood certificates covering each Closing Date Mortgaged Property in form and substance reasonably acceptable to the Collateral Agent, certified to the Collateral Agent in its capacity as such and certifying whether or not each such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as flood hazard zone by reference to the existence of such applicable FEMA map; and (vii) to the extent the improvements on a Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is are located in a special flood hazard zone, the Borrower and each applicable Guarantor Subsidiary shall deliver evidence of flood insurance with respect to each Flood Zone and Hazard Property that is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”"CLOSING DATE MORTGAGED PROPERTY"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent and Syndication Agent) in each state in which a Closing Date Mortgaged Property is located such states as may be reasonably requested by Collateral Agent and Syndication Agent with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Syndication Agent and Administrative Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (1) a Landlord Consent and Estoppel Agreement and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”"TITLE POLICY"), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and Agent; (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (vvi) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties which are not Leasehold Properties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agentextent available.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority mortgage or security interest in any Material certain Real Estate AssetAssets, the Administrative Agent and Collateral Agent shall have received the following from the Borrower and each applicable GuarantorCredit Party: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(g) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state jurisdiction in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state jurisdiction and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (A1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (a) ALTA mortgagee title insurance policies or unconditional commitments therefor therefore issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (vvi) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties, certified to Collateral Agent and dated not more than thirty (30) days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and and, if required to effect recording, notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.2(d) (each, a “Closing Funding Date Mortgaged Property”); (ii) an opinion in the case of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which Leasehold Property that is a Closing Funding Date Mortgaged Property is located with respect to the enforceability exception of the form(s) of Mortgages to be recorded in Leasehold Property known as Moresby Lake, British Columbia, evidence that such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral AgentLeasehold Property is a Recorded Leasehold Interest; (iii) (A) (I) with respect to each Funding Date Mortgaged Property located in Canada other than the Funding Date Mortgaged Property known as Moresby Lake, British Columbia, mortgagee title insurance policies or similar policies applicable in the jurisdiction where the Real Estate Assets are located or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent and, (II) with respect to each Funding Date Mortgaged Property located in the United States, ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Funding Date Mortgaged Property in form and substance reasonably satisfactory to Collateral Agent and, in the case of both A(I) and A(II) above, including all endorsements reasonably required by Collateral Agent and reasonably available in the applicable jurisdiction (each, a “Title Policy”), in amounts an aggregate amount of not less than $634,960,000 allocated based on amounts agreed by the fair market value of each Closing Date Mortgaged PropertyArrangers and Borrower, together with, in the case of A(II) above only, a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Funding Date and, in the case of both A(I) and (AII) above, copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and Policy, and, in the case of A(II) above only, all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Funding Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate with respect to each Closing Funding Date Mortgaged PropertyProperty located in the United States, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Closing Funding Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Funding Date Mortgaged Property and (y) as to whether the community in which each Closing Funding Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Funding Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; (v) surveys of all Funding Date Mortgaged Properties located in the United States which are not Leasehold Properties in form and substance reasonably acceptable to Collateral Agent and sufficient for the title company(ies) to delete all standard survey exceptions from the Title Policies; and (vvi) if required evidence that all other actions necessary to remove create a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, valid first and subsisting perfected First Priority security interest on the property described in each case, as reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral AgentMortgages have been taken.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all the applicable jurisdictions, and otherwise in form and substance reasonably satisfactory to Administrative Agent, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) [Reserved;] (Aiv) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence reasonably satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; and (vvi) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties which are not Leasehold Properties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, provided that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior with respect to the Closing DateDate Mortgaged Properties, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date it is hereby acknowledged and (b) in connection with agreed that the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications an existing ALTA survey with an affidavit of no-change in form and substance reasonably acceptable to the corresponding issuer of the Title Policy as reasonably requested by the Collateral Agentwill satisfy this condition.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in on Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”’’); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (Aa) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of ) with respect to each Closing Date Mortgaged Property, in amounts reasonably satisfactory to Collateral Agent and the Administrative Agent, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid paid, or made arrangements to pay, to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all and to the extent required by law or any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material the owned Real Estate AssetAssets listed in Schedule 3.2(f), the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material owned Real Estate Asset listed in Schedule 1.1B 3.2(f) (each, a “Closing Funding Date Mortgaged Property”); (ii) an a customary opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Funding Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (Aa) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Funding Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Funding Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Funding Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Funding Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate flood certifications with respect to all Funding Date Mortgaged Properties and evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors, in form and substance reasonably satisfactory to Collateral Agent; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable Closing all Funding Date Mortgaged PropertyProperties, certified to Collateral Agent and dated not more than thirty sixty days prior to the Closing Date; provided, however, Funding Date (or such earlier date that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company may permit and still provide a survey endorsement to issue such endorsements or modifications to the corresponding each Title Policy as reasonably requested by the acceptable to Collateral Agent).

Real Estate Assets. In order to create in favor of the Collateral Agent or Canadian Agent, as applicable, for the benefit of the U.S. Secured Parties or the Canadian Secured Parties, as applicable, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent or Canadian Agent, as applicable, shall have received from the Borrower and each applicable GuarantorU.S. Credit Parties or the Canadian Credit Parties, as applicable: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent or Canadian Agent, as applicable) in each state jurisdiction in which a Closing Date Mortgaged Property is located addressed to the Agents and the Lenders and dated as of the Closing Date with respect to the enforceability of the form(s) of Mortgages to be recorded in such state jurisdiction and such other matters as the Collateral Agent or Canadian Agent, as applicable, may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent or Canadian Agent, as applicable; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent or Canadian Agent, as applicable, with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent or Canadian Agent, as applicable, and (B) evidence reasonably satisfactory to the Collateral Agent or Canadian Agent, as applicable, that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent or Canadian Agent, as applicable; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an existing ALTA survey of the applicable surveys on all Closing Date Mortgaged Property, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral AgentProperties.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material Real Estate Asset, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and (where required) notarized Mortgages, in proper form for recording recording, registration or filing in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(g) (each, a “Closing Date Mortgaged Property”"CLOSING DATE MORTGAGED PROPERTY"); (ii) an opinion of counsel (which counsel , together with such authorizations, certificates, affidavits, questionnaires or returns as shall be reasonably satisfactory required in connection with the registering, recording or filing thereof to the Collateral Agent) in each state in which create a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state Mortgage Lien under applicable law, and such financing statements and any other matters as instruments necessary to grant a Mortgage Lien or equivalent under the Collateral Agent may reasonably requestlaws of any applicable jurisdiction, in each case all of which shall be in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA or Canadian equivalent mortgagee title insurance policies (or unconditional commitments therefor having the effect of a title insurance policy) issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”"TITLE POLICY"), insuring each Mortgage is subject to no Liens other than the Permitted Collateral Liens in amounts not less than the fair market full replacement value of each Closing Date Mortgaged PropertyProperty set forth on Schedule 3.1(g), together with (w) a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded or registered documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent, (x) such affirmative insurance and endorsement as Collateral Agent shall reasonably request (including endorsements on matters relating to usury, first loss, last dollar, zoning (provided, to the extent such affirmative insurance and endorsement on matters relating to zoning are not available at commercially reasonable rates, Company shall order, at its sole cost and expense, zoning reports in form and substance reasonably acceptable to Collateral Agent from the Planning & Zoning Resource Corporation ("PZR") indicating that the use of the Closing Date Mortgaged Property complies with applicable zoning ordinances, and shall provide to PZR such documents and instruments as reasonably requested including, without limitation, surveys and owners' affidavits), contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, guarantees, restrictions, encroachments and minerals, work order, gap, environmental liens, subdivision, separate tax lot, creditors' rights amendments and so-called comprehensive coverage over covenants and restrictions), (y) an "aggregation," "tie-in" or "cluster" endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount) and (z) if required by Collateral Agent, such reinsurance arrangements (with provisions for direct access) as shall be reasonably acceptable to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording or registering the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; records or land registry office; provided that Company or Guarantor may, instead of providing a Title Policy and complying with the preceding text of this clause (ivii) (A) a completed Flood Certificate with respect to each those Closing Date Mortgaged PropertyProperties located in Canada, which Flood Certificate shall (x) be addressed provide to the Collateral Agent and an opinion of counsel (ywhich counsel shall be reasonably satisfactory to Collateral Agent) otherwise comply in the applicable province confirming that (a) save with respect to lot number 2 294 798 forming part of the Flood Program; (B) if the Flood Certificate states that such Closing Date Mortgaged Property is located in a Flood Zonelisted as number 9 on Schedule 3.1(g), the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) Company or Guarantor, as applicable, has good and marketable title to the existence of such Closing Date Mortgaged Property and in fee simple subject to no Liens, other than the Permitted Collateral Liens (y) as to whether the community or, in which respect of each Closing Date Mortgaged Property is located is participating situated in the Flood Program; and (C) if such Province of Quebec, that Company or Guarantor, as applicable, is the registered owner of the Closing Date Mortgaged Property with a good and valid title, free and clear of any registered Liens, other than Permitted Collateral Liens), (b) the applicable Mortgage has been registered, filed and recorded in all places in that province where it is located necessary or desirable to do so in order to perfect the Mortgage Lien, (c) the Mortgage Lien constituted by the Mortgage is valid and enforceable against Company or Guarantor, as the case may be, and constitutes a valid Mortgage Lien having a First Priority on the Closing Date Mortgaged Property subject to no Liens other than the Permitted Collateral Liens, and (d) addressing compliance of the Closing Date Mortgaged Property with applicable law, realty tax arrears, building and zoning by-laws and building codes, public road access, survey or certificates of location and such other matters as Collateral Agent may reasonably request, and otherwise in form and substance reasonably satisfactory to Collateral Agent; (iii) evidence of flood insurance with respect to each Flood Zone and Hazard Property, if any, that is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; andBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; (viv) if required to remove a so called “standard survey exception” from any Title Policy ALTA or issue any customary survey-related endorsements thereto, in each case, as reasonably requested Canadian equivalent surveys or certificates of location prepared by the Collateral Agent, an ALTA survey qualified professional land surveyors of the applicable all Closing Date Mortgaged PropertyProperties, certified to Collateral Agent and and, with respect to the U.S. properties, dated not more than thirty days prior to the Closing Date, and otherwise in form and substance satisfactory to Collateral Agent; providedthe surveys and certificates of location will disclose the location of all buildings and improvements as well as the location of all easements, howeverservitudes and rights-of-way, that if, despite the Borrower’s commercially reasonable efforts, such survey can and shall not be delivered on disclose any encroachments from or prior to onto the Closing DateDate Mortgaged Properties which have not been insured over by the Title Policies, this clause and the surveys and non-Quebec certificates of location will disclose the location of all access points, driveways and parking areas; (v) with respect to each Closing Date Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the transactions contemplated hereby or as shall reasonably be deemed necessary by Collateral Agent in order for the owner of the fee constituting such Mortgaged Property to grant the Mortgage Lien contemplated by the Mortgage with respect to such Mortgaged Property; (vi) with respect to each Closing Date Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called "gap" indemnification) as shall be deemed required to be satisfied if (a) induce the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such the Title Policy/ies and endorsements contemplated above; and (vii) with respect to each Real Estate Asset or modifications Closing Date Mortgaged Property, copies of all leases (if any) in which any Credit Party holds the lessor's interest or other agreements relating to the corresponding Title Policy as reasonably requested by the Collateral Agentpossessory interests, if any.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority first priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.01(i) (each, a “Closing Date Mortgaged Property”"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property, if any, that is a Closing Date Mortgaged Property, (A) a Landlord Consent and Estoppel and (B) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor therefore issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property or such title endorsements and/or updates to the title insurance policies for any Closing Date Mortgaged Property previously delivered to the Collateral Agent on the Closing Date, as may be reasonably required by the Collateral Agent (each, a “Title Policy”), evidencing title insurance coverage in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, Company and the Guarantor Subsidiary shall have used their commercially reasonable best efforts to obtain and deliver to Administrative Agent and Collateral Agent, in the case of each Leasehold Property, (I) a Landlord Consent and Estoppel and (II) evidence that such Leasehold Property is a Recorded Leasehold Interest, and Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i)(i) (each, a “Closing Date Mortgaged Property”"CLOSING DATE MORTGAGED PROPERTY"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent and Collateral Agent) in each state of the nine (9) states listed on Schedule 3.1(i)(ii) in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Administrative Agent and Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent; (iii) (Aa) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Administrative Agent and Collateral Agent (it being acknowledged that Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent is so satisfactory) with respect to each Closing Date Mortgaged Property Properties constituting at least 90% in number of Facilities and 90% in number of total beds of all Closing Date Mortgaged Properties which are fee interests (each, a “Title Policy”"TITLE POLICY"), in amounts not less than the lower of (i) the fair market value of each Closing Date Mortgaged PropertyProperty and (ii) $1,000,000, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to thereintherein (other than Permitted Liens of the type described in Section 6.2(e)), each in form and substance reasonably satisfactory to Collateral Administrative Agent and (Bb) evidence satisfactory to the Collateral Administrative Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities (or made adequate provision for such payment, in the reasonable judgment of Administrative Agent) all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and 77 CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Administrative Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(h) (each, a “"Closing Date Mortgaged Property”"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(sMortgage(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (Aa) ALTA mortgagee title insurance policies or unconditional signed commitments therefor including all endorsements required by Collateral Agent issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “"Title Policy”"), in amounts not less than the fair market value of each Closing Date Mortgaged PropertyProperty or such other amount reasonably required by Collateral Agent, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretothe extent available, in each case, as ALTA surveys reasonably requested by the acceptable to Collateral Agent, an ALTA survey Agent of the applicable all Closing Date Mortgaged PropertyProperties, certified to Collateral Agent by a form of certification reasonably acceptable to Collateral Agent and dated not more than thirty (30) days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material Real Estate AssetAssets, the each of which is listed in Schedule 3.1(g) (each, a “Closing Date Mortgaged Property”), Collateral Agent shall have received from the Borrower Borrowers and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies (each, a “Title Company”) reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (iv) (A) a completed Flood Certificate flood certifications with respect to all Closing Date Mortgaged Properties and evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create or continue, in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(g)(i) (each, a an “Closing Effective Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agentsatisfactory) in each state in which a Closing an Effective Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agentsatisfactory; (iiia) (A) except as determined by the Requisite Lenders in the exercise of their sole discretion, ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Effective Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Effective Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Effective Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) satisfactory evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Effective Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate flood certifications with respect to all Effective Date Mortgaged Properties and evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors, in form and substance reasonably satisfactory; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, except as reasonably requested determined by the Collateral AgentRequisite Lenders in the exercise of their sole discretion, an either (i) new ALTA survey surveys of the applicable Closing all Effective Date Mortgaged PropertyProperties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; providedEffective Date or (ii) existing ALTA surveys of all Effective Date Mortgaged Properties, howevercertified to the Collateral Agent, that if, despite along with an affidavit of no change from the Borrower’s commercially reasonable efforts, such survey can surveyor issued not be delivered on or more than thirty days prior to the Closing Effective Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(f) (each, a “Closing Date Mortgaged Property”’’); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property that is a Mortgaged Property, (A1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (a) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Initial Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors, in form and substance reasonably satisfactory to Collateral Agent; and (vvi) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable Closing Date all Mortgaged PropertyProperties which are not Leasehold Properties, certified to Collateral Agent and dated not more than thirty days prior to the Initial Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable GuarantorGuarantor shall have used commercially reasonable efforts to deliver the following to the Collateral Agent on or prior to the Closing Date: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(d) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (A1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (a) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence reasonably satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate flood certifications with respect to all Closing Date Mortgaged Properties and evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; andBoard of Governors, in form and substance reasonably satisfactory to Collateral Agent; (vvi) if required to remove a so called “standard survey exception” from the extent that any Title Policy or issue obtained pursuant to clause (iv) above contains any customary survey-related endorsements theretoexception or similar requirement, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all such Closing Date Mortgaged PropertyProperties which are not Leasehold Properties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date, satisfactory for removal of such exception or insurance over such exception; providedand (vii) reports and other information, howeverin form, that ifscope and substance reasonably satisfactory to Administrative Agent and Arranger, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior regarding environmental matters relating to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the each Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral AgentMortgaged Property.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor:: FIRST LIEN CREDIT AGREEMENT EXECUTION 53 (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”"CLOSING DATE MORTGAGED PROPERTY"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (A1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (a) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Commonwealth Land Title Insurance Company or one or more other title companies reasonably satisfactory to (the Collateral Agent "TITLE COMPANY") with respect to each Closing Date Mortgaged Property (each, a “Title Policy”"TITLE POLICY"), in amounts not less than the fair market value agreed-upon values of each the Closing Date Mortgaged PropertyProperties, together with a title report issued by the Title Company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (Bb) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company Title Company or to the appropriate Governmental Authorities all expenses and premiums of the title company Title Company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in any Material certain Real Estate AssetAssets, the Lead Arranger and Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(l) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Lenders) in the Collateral Agent) state in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) form of Mortgages Mortgage to be recorded in such state and such other matters as the Collateral Agent Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral AgentLenders; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies company reasonably satisfactory to the Collateral Agent Lenders with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent Lenders and (B) evidence satisfactory to the Collateral Agent Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors, in form and substance reasonably satisfactory to Lenders; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey surveys of the applicable all Closing Date Mortgaged PropertyProperties, certified to Collateral Agent Agent, in form and dated not more than thirty days prior substance reasonably satisfactory to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral AgentLenders.

Real Estate Assets. In Following the occurrence of a Mortgaged Property Triggering Event, in order to create in favor of the Collateral Agent, for the benefit of the Term Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien and security interest in any such Material Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable GuarantorGuarantor Subsidiary shall, as promptly as practicable, but in any event within seventy-five (75) days (or such longer period as may be agreed to by the Collateral Agent in its reasonable discretion) of receipt by the Borrower of written notice of a Mortgaged Property Triggering Event with respect to any Material Real Estate Assets (provided, that if the Borrower and the other Credit Parties are diligently working in good faith to delivery the following such time period shall be extended an additional fifteen (15) days), deliver to the Collateral Agent, unless otherwise waived by the Collateral Agent: (i) fully executed and notarized MortgagesMortgages and corresponding UCC-1 fixture filings, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B subject to a Mortgaged Property Triggering Event (eachcollectively, a the “Closing Date Required Mortgaged PropertyProperties”); (ii) an opinion opinions of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Required Mortgaged Property is located addressed to the Collateral Agent and the Lenders with respect to the enforceability and perfection of the form(s) of Mortgages to be recorded in such state and such other matters customarily included in such opinions, and opinions of counsel for the Borrower or a Guarantor Subsidiary, as applicable, regarding due authorization, execution and delivery of the Collateral Agent may reasonably requestMortgages, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA American Land Title Association (“ALTA”) mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent (the “Title Company”) with respect to each Closing Date Required Mortgaged Property (each, a “Title Policy” and collectively, the “Title Policies”), in amounts not less than the fair market value of each Closing Date Required Mortgaged Property as reasonably estimated by the Borrower in good faith and insuring the Collateral Agent that each Mortgage creates a valid and enforceable second priority mortgage lien on the Required Mortgaged Property subject thereto subject to Permitted Encumbrances (as defined in the Mortgages). Each Title Policy shall be in form and substance reasonably satisfactory to the Collateral Agent and shall include, to the extent available on a commercially reasonable basis in the applicable jurisdiction, supplemental endorsements (including endorsements relating to future advances under this Agreement and the other Credit Documents), usury, first loss, tax parcel, subdivision, zoning, contiguity, variable rate, doing business, public road access, survey, environmental lien, mortgage tax and so-called comprehensive coverage over covenants and restrictions and for any other matters that the Collateral Agent in its discretion may reasonably request, including affirmative insurance over any matter and such reinsurance and/or co-insurance as the Collateral Agent shall reasonably request. No Title Policy shall include the “standard” title exceptions, the “standard” survey exception (except where such standard survey exception cannot be removed under the rules of a particular jurisdiction) or an exception for any mechanics’ lien (except with respect to the properties set forth on Schedule 5.17(iii) attached hereto; provided that the Borrower shall exercise commercially reasonable efforts to remove the exception for any mechanics’ liens). The Borrower and each applicable Guarantor Subsidiary shall also deliver on or prior to the execution of a Mortgage with respect to a Required Mortgaged Property, together a recent title report issued by the Title Company with respect to such Required Mortgaged Property, and copies of all recorded documents listed as exceptions to title or otherwise referred to thereintherein (to the extent not previously delivered), each in form and substance reasonably satisfactory to the Collateral Agent and (B) evidence reasonably satisfactory to the Collateral Agent that such Credit Party has paid or has made satisfactory arrangements for such payment to the title company Title Company or to the appropriate Governmental Authorities all expenses and premiums of the title company Title Company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages and filing the fixture filings for each Closing Date Required Mortgaged Property in the appropriate real estate recordsrecords (it being understood that if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then, to the extent permitted by, and in accordance with, applicable law, the amount of such mortgage tax shall be calculated based on the lesser of (x) the amount of the indebtedness allocated to the applicable Required Mortgaged Property and (y) the estimated fair market value of the Required Mortgaged Property at the time the Mortgage is entered into and determined in a manner reasonably acceptable to the Collateral Agent and the Borrower, which in the case of preceding clause (y) will result in a limitation of the indebtedness secured by the Mortgage to such amount); and has delivered to the Title Company all affidavits, certificates, information (including financial data) and instruments of indemnification (including a “gap” indemnification) as reasonably required to induce the Title Company to issue each Title Policy; (iv) either (A) a completed Flood Certificate with respect to copy of the existing survey of each Closing Date Required Mortgaged Property, together with a “no-change” affidavit, if such are acceptable to the Title Company and sufficient for the Title Company to remove all standard survey exceptions (except where such standard survey exceptions cannot be removed under the rules of a particular jurisdiction) from the Title Policy relating to such Required Mortgaged Property and issue the endorsements required pursuant to the provisions of preceding clause (iii) or (B) a survey of each Required Mortgaged Property (and all improvements thereon) (I) prepared by a surveyor or engineer licensed to perform surveys in the state, commonwealth or applicable jurisdiction where such Required Mortgaged Property is located, (II) dated not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Required Mortgaged Property, in which Flood Certificate event such survey shall be dated after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than twenty days prior to such date of delivery, (xIII) be addressed certified by the surveyor (in a manner reasonably acceptable to the Collateral Agent) to the Collateral Agent and the Title Company, (yIV) otherwise comply complying in all respects with the Flood Program; minimum detail requirements of the ALTA as such requirements are in effect on the date of preparation of such survey, and (V) sufficient for the Title Company to remove all standard survey exceptions (except where such standard survey exceptions cannot be removed under the rules of a particular jurisdiction) from the Title Policy relating to such Required Mortgaged Property and issue the endorsements required pursuant to the provisions of preceding clause (iii) and deliver to the Title Company all customary title and survey affidavits or zoning reports as may be reasonable to cause the Title Company to issue the Title Policies; (v) to the extent reasonably requested by the Collateral Agent, (A) copies of all leases, licenses or other instruments creating a possessory interest in the Required Mortgaged Properties and (B) if such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Flood Certificate states transactions and as are necessary to issue the Title Policies; provided that obtaining any third party documents under this clause (B) shall be subject to the exercise of commercially reasonable efforts; (vi) flood certificates covering each Required Mortgaged Property in form and substance reasonably acceptable to the Collateral Agent, certified to the Collateral Agent in its capacity as such Closing Date and certifying whether or not each such Required Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as flood hazard zone by reference to the existence of such Closing Date applicable FEMA map; and (vii) to the extent the improvements on a Required Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is are located in a special flood hazard zone, the Borrower and each applicable Guarantor Subsidiary shall deliver evidence of flood insurance with respect to each Flood Zone and Hazard Property that is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(h)(i) (each, a “Closing Date Mortgaged Property”’’); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral AgentLead Arrangers) in each state in which a Closing Date Mortgaged Property is located addressed to the Agents and the Lenders and dated as of the Closing Date with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent Lead Arrangers may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral AgentLead Arrangers; (iiia) (A) ALTA mortgagee title Title insurance policies or unconditional signed commitments therefor to issue therefor, to the extent available on commercially reasonable terms, issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent Lead Arrangers with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), with endorsements and in amounts not less than an amount that the fair market value Lead Arrangers may reasonably request insuring the Mortgages to be a valid first priority Lien on the property described therein, free and clear of each Closing Date Mortgaged Propertyall defects and encumbrances, excepting only such encumbrances which are reasonably acceptable to Lead Arrangers, together with a title report issued by a title company with respect thereto, dated not more than sixty (60) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent Lead Arrangers and (Bb) evidence satisfactory to the Collateral Agent Lead Arrangers that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (iv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.Lead Arrangers;

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”"CLOSING DATE MORTGAGED PROPERTY "); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property, if any, that is a Closing Date Mortgaged Property, (A1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; SECOND LIEN CREDIT AND XXXXXXXX XXXXXXXXX 000000-Xxx Xxxx Server 7A EXECUTION (a) ALTA mortgagee title insurance policies or unconditional commitments therefor therefore issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”"TITLE POLICY"), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (Bb) evidence satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records;; and (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood Program; and (v) if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements theretoBoard of Governors of the Federal Reserve System, in each case, as form and substance reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified satisfactory to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Second Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(h) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent; provided that any counsel used in connection with the creation of Liens securing Existing Indebtedness shall be deemed to be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National First American Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence reasonably satisfactory to the Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate flood certifications with respect to all Closing Date Mortgaged Properties and evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors, in form and substance reasonably satisfactory to Collateral Agent; and (vvi) if required to remove a so called “standard survey exception” from any surveys (which may be ALTA surveys or surveys in the form of Express Maps prepared by First American Title Policy or issue any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey Insurance Company) of the applicable Closing Date Mortgaged PropertyProperties identified on Schedule 3.1(h)(vi), certified to Collateral Agent and dated not more than thirty 60 days prior to the Closing Date; providedprovided that, however“No Change” affidavits shall be accepted by the Collateral Agent in lieu of new ALTA surveys so long as the same are acceptable to the applicable title companies and the Collateral Agent is able to obtain ALTA mortgagee title insurance policies in form and substance reasonably satisfactory to Collateral Agent on the basis of the same. Notwithstanding the foregoing, that ifwith respect to any Closing Date Mortgaged Property with respect to which the documents, despite the Borrower’s commercially reasonable efforts, such survey can opinions and actions described in clauses (i) through (vi) above have not be been delivered or taken on or prior to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, documents and opinions and the Borrower causes the applicable title company to issue taking of such endorsements or modifications actions shall not constitute a condition precedent to the corresponding Title Policy initial Credit Extension, and Borrower shall deliver or cause to be delivered such documents and opinions, and take or cause to be taken such other actions, as reasonably requested by may be required under clauses (i) through (vi) above, within the Collateral Agentperiods set forth in the Post-Closing Agreement.

Real Estate Assets. In order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material certain Real Estate AssetAssets, the Collateral Agent shall have received from the each Borrower and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B 3.1(i) (each, a “Closing Date Mortgaged Property”); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Lead Arrangers and Collateral Agent) in each state jurisdiction in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state jurisdiction and such other matters as the Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) in the case of each Leasehold Property in the United States that is a Closing Date Mortgaged Property, (A1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest, or whatever is necessary in the applicable jurisdiction to give the same effect; (a) ALTA mortgagee title insurance policies or unconditional commitments therefor (on similar documents as are customary in the relevant foreign jurisdictions) issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (Bb) evidence satisfactory to the Lead Arrangers and Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (ivv) (A) a completed Flood Certificate evidence of flood insurance with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states Hazard Property that such Closing Date Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the National Flood Insurance Program, evidence that the Borrower has obtained a policy of flood insurance that is in each case in compliance with all any applicable requirements regulations of the Flood ProgramBoard of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to the Lead Arrangers and Collateral Agent; and (vvi) ALTA surveys (or functionally similar documents, if required to remove a so called “standard survey exception” from any Title Policy or issue any customary survey-related endorsements thereto, in each caseany, as reasonably requested by are customary and timely available in the Collateral Agent, an ALTA survey relevant foreign jurisdictions) of the applicable all Closing Date Mortgaged PropertyProperties which are not Leasehold Properties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s commercially reasonable efforts, such survey can not be delivered on Date or prior otherwise reasonably acceptable to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agent.

Real Estate Assets. In order to create in favor (a) Within sixty (60) days of the Collateral Closing Date (which may be extended in the reasonable discretion of Administrative Agent), for Borrower shall deliver to the benefit of the Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in any Material Real Estate Asset, the Collateral Administrative Agent shall have received from the Borrower and each applicable Guarantor: (i) fully executed Mortgages for each of the Burbank Studio Property, Dallas Studio Property and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Material Real Estate Asset listed in Schedule 1.1B Houston Studio Property (each, a the “Closing Date Mortgaged PropertyProperties”); , (ii) an opinion of counsel (which counsel shall be a mortgagee’s title insurance policy reasonably satisfactory acceptable to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Collateral Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Collateral Agent; (iii) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by Fidelity National Title Insurance Company or one or more other title companies reasonably satisfactory to the Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to the Collateral Agent it being understood that such Credit Party has paid title policy shall not be required to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording taxesinclude a survey endorsement) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records; (iv) (A) insuring a completed Flood Certificate First Priority lien with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (xiii) be addressed to the Collateral Agent and extent reasonably available to the Credit Parties as of the Closing Date, (yA) otherwise comply with the Flood Program; surveys, (B) if phase one environmental reports, (C) appraisals; and (D) other material due diligence reasonably requested by the Flood Certificate states that such Administrative Agent, in each case related to the Closing Date Mortgaged Property Properties, and (iv) a customary opinion of local counsel relating to the enforceability of the Mortgages. (b) If after the Closing Date (i) any Credit Party acquires, or (ii) at the time any Person becomes a Subsidiary after the Closing Date (other than a Subsidiary that is located in not required to become a Flood ZoneGuarantor), such Person holds, any Material Leasehold Property, the BorrowerCredit Party or such Person shall use commercially reasonable efforts (which shall not include the payment of money) to cause such Material Leasehold Property to be a Conforming Leasehold Interest but excluding any Material Leasehold Property where, in Collateral Trustee’s written acknowledgment reasonable discretion, the costs of receipt of written notification from the Collateral Agent (x) as causing such property to become a Conforming Leasehold Interest is excessive in relation to the existence value of the benefit to be afforded to the Lenders thereby or where such property is not material to the business and operations of such Credit Party or such Person. (c) If after the Closing Date (i) any Credit Party acquires, or (ii) at the time any Person becomes a Subsidiary after the Closing Date (other than a Subsidiary that is not required to become a Guarantor), such Person holds, a fee ownership interest in any Real Property Asset with a Fair Market Value as of the date of such acquisition or the date such Person becomes a Subsidiary in excess of $2,500,000, the Credit Party or such Person shall execute and deliver to Collateral Trustee as soon as practicable thereafter a Mortgage with respect thereto, together with a title insurance policy described in Section 6.13(a)(ii) with respect to such Mortgaged Property, the documents listed in Section 6.13(a), (iii) that are reasonably available to the Credit Parties as of the date of such acquisition or the date such Person becomes a Subsidiary, as applicable, and a customary local counsel legal opinion with respect to the Mortgage for such Mortgaged Property listed in Section 6.13(a)(iv). (d) Within thirty (30) days (or, in the case of the Xxxxxx Property, fifteen (15) days) of the Amendment Effective Date (which thirty (30) day period may be extended in the reasonable discretion of Collateral Trustee), Borrower shall deliver to Collateral Trustee (i) Mortgages for each Real Property Asset in which a Credit Party holds a fee ownership interest listed on Schedule 6.13(d) hereof (the “First Amendment Mortgaged Properties”), (ii) other than with respect to the Saywer Property, a mortgagee’s title insurance policy reasonably acceptable to Collateral Trustee (it being understood that such title policy shall not be required to include a survey endorsement) insuring a First Priority lien with respect to each First Amendment Mortgaged Property, (iii) to the extent within the possession or control of the Credit Parties as of the Amendment Effective Date, (A) surveys, (B) phase one environmental reports, (C) appraisals; and (yD) other material due diligence reasonably requested by Collateral Trustee, in each case related to the First Amendment Mortgaged Properties, and (iv) a customary opinion of local counsel relating to the enforceability of the Mortgages. (e) Within (i) thirty (30) days of the repayment in full of the Empire Burbank Loan, Borrower shall deliver to Collateral Trustee (A) a Mortgage for the Burbank Office Property to the extent a Credit Party is the fee owner thereof, (B) to the extent within the possession or control of the Credit Parties as of the Amendment Effective Date, (1) surveys, (2) phase one environmental reports, (3) appraisals; and (4) other material due diligence reasonably requested by Collateral Trustee related to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; Burbank Office Property, and (C) if such Closing Date Mortgaged Property is located a customary opinion of local counsel relating to the enforceability of the Mortgage; and (ii) within forty-five (45) days after repayment in a Flood Zone and is located in a community that participates full of the Empire Burbank Loan (which may be extended in the Flood Program, evidence reasonable discretion of Collateral Trustee) a mortgagee’s title insurance policy reasonably acceptable to Collateral Trustee (it being understood that such title policy shall not be required to include a survey endorsement) insuring a First Priority lien with respect to the Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements Burbank Office Property. (f) Within sixty (60) days of the Flood Program; andAmendment Effective Date, Borrower shall use commercially reasonable efforts to deliver to Collateral Trustee leasehold Mortgages with respect to each Leasehold Property listed on Schedule 6.13(f) hereto. (vg) if required Notwithstanding anything contained herein to remove a so called “standard survey exception” from the contrary, to the extent that Collateral Trustee reasonably requests that any Title Policy Credit Party enter into any non-disturbance or issue similar agreement in connection with any customary survey-related endorsements thereto, in each case, as reasonably requested by the Collateral Agent, an ALTA survey of the applicable Closing Date Mortgaged Property, certified such Credit Party shall only be required to Collateral Agent and dated not more than thirty days prior to the Closing Date; provided, however, that if, despite the Borrower’s use commercially reasonable efforts, such survey can not be delivered on or prior efforts to the Closing Date, this clause (v) shall be deemed to be satisfied if (a) the Borrower delivers such survey within 120 days after the Closing Date and (b) in connection with the delivery of such survey, the Borrower causes the applicable title company to issue such endorsements or modifications to the corresponding Title Policy as reasonably requested by the Collateral Agentdo so.